After the general meeting, the board of directors is the Company’s highest decision-making body. The board of directors shall be responsible for the organization and management of the Company’s affairs, for example by establishing targets and strategies, securing procedures and systems for monitoring of set targets, continuously assess the Company’s financial position and evaluate the operational management.
Furthermore, the board of directors is responsible for ensuring that correct information is given to the Company’s stakeholders, that the Company complies with laws and regulations and that the Company prepares and implements internal policies and ethical guidelines. The board of directors also appoints the Company’s CEO and determines his or her salary and other remuneration on the basis of the guidelines adopted by the general meeting.
The board of directors has its registered office in Stockholm. According to Oncopeptides’ articles of association, the board of directors shall consist of no less than three (3) and no more than seven (7) members without deputies. The board of directors currently consists of eight members, out of which seven were elected by the annual general meeting held in June, 2016. One board member, Cecilia Daun Wennborg, was elected at the extraordinary general meeting held on February 6, 2017. In connection with the registration of Cecilia Daun Wennborg, Oncopeptides’ articles of association will also be amended so that the highest number of directors is changed. Pursuant to the articles of association which will be registered, of directors shall consist of no less than three (3) and no more than eight (8) members without deputies. All board members are elected for the period until end of the annual general meeting of 2017.
|Name||Position||Board member since||Independent in relation to||Holdings in Oncopeptides (1)|
|The Company and its management||Major shareholders||SH||EO|
|Alan Hulme||Chairman||2010||No||Yes||[278 100]|||
|Jonas Brambeck||Ordinary member||2008||Yes||No||–||–|
|Johan Christenson||Ordinary member||2012||Yes||No||–||–|
|Luigi Costa||Ordinary member||2016||Yes||Yes||–|||
|Cecilia Daun Wennborg||Ordinary member||2017||Yes||Yes||–||–|
|Ulf Jungnelius||Ordinary member||2011||Yes||Yes||–|||
|Per Samuelsson||Ordinary member||2012||Yes||No||–||–|
|Olof Tydén||Ordinary member||2014||Yes||Yes||–|||
|(1) Refers to shares (“SH”) and employee options (“EO”) held in their own name as well as by affiliated natural and legal persons. Each employee option that is vested in accordance with existing terms and conditions entitles to subscription of 900 ordinary shares in the Company.|
According to the Code, the majority of the board members elected by the general meeting shall be independent of the Company and its management. In determining whether or not a board member is independent, an overall assessment shall be made of all the circumstances that could call into question the independence of the board member in relation to the Company or its management.
Furthermore, according to the Code, at least two of the board members who are independent in relation to the Company and its management shall also be independent in relation to major shareholders. Major shareholders refer to shareholders who directly or indirectly control ten percent or more of all shares and votes in the Company. To determine a board member’s independence, the extent of the member’s direct and indirect relationships with the major shareholder must be considered. A board member who is an employee or a board member of a company that is a major shareholder is not considered to be independent.
The board members and the board of directors’ assessment of the board members’ independence in relation to the Company and its management and in relation to major shareholders are presented in the table above. As indicated, it is the board of directors’ assessment that the Company fulfils the Code’s requirement with regard to independence.